Nightmare Night: Terror from the Everfree
by Danicus Green
Summary: Twilight gets a map leading to the legendary village of Spookyville, supposedly the best place in the world to spend Nightmare Night. But in order to get there, she and the others must go through the Everfree Forest, where many monsters are waiting to attack them. Will they survive? Will they make it? Will this be best Nightmare Night ever?


Nightmare Night: Terror from the Ever-Free

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A story I've had mind since forever. Inspired by Ed, Edd, n' Eddy's Boo Haw Haw with a bit of HoMM3. Please enjoy! Reviews welcome.

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Princess Twilight Sparkle was walking home, smiling. She was eager to get ready for another sure-to-be-fantastic Nightmare Night.

"Excuse me? Your highness?" A low voice called out. Twilight turned to her left, and saw a unicorn mare about 40 years old. She had a sea green coat, was missing her left foreleg and her right eye. At least, Twilight thought she was missing an eye. She was wearing an eye patch, but also a witch's hat and robe, so it might have been part of her Nightmare Night costume.

"Oh, um, yes!" Twilight said, shifting her body to greet her and trying to overlook the mare's disabilities and not draw attention to them. "What can I do for you, Ma'am?"

"My name is Calisto Cosmo." the mare replied, her voice low and echoic. "I'm from Canterlot, and I would like to invite you and your friends to a special Nightmare Night Celebration within the Everfree Forest." Twilight blinked. Her curiosity was very high. The Everfree was a dangerous place, filled with monsters. What could possibly inspire anyone to go there, even on Nightmare Night? At least, beyond the Nightmare Moon statue?

"The Everfree Forest? What's in there?" Twilight asked.

Calisto took out an envelope from her saddle-bag and handed it to Twilight. "Inside this envelope is a map leading to the creepiest, most monster-ridden village in Equestria. It's called Spookyville! There will be the best of all Nightmare Night parties celebrated at the village hall. I hope you will consider our offer. We would be most honored if you came!"

Calisto then turned around and walked away. Twilight looked at the envelope suspiciously. She then rolled her eyes and prepared tear up the invitation. She already had plans to spend tonight with her friends.

"Awesome!" cried Rainbow Dash. Twilight let a startled yelp. She turned around to see her Pegasus friend along with Pinkie Pie, both of them grinning very excitedly. "We heard about Spookyville before!"

"Yeah! Folks give out buckets and buckets of candy there! You're the mare, Twilight!" Pinkie Pie shouted, giving her alicorn friend a big hug.

"Now, hold on girls. Let's check to see if this map has any merit." Twilight said, she opened the envelope and pulled out a piece of parchment folded four times over. She unfolded it and took a look. It looked like a treasure map drawn by a thirteen-year-old. The penmanship was atrocious, at least in Twilight's opinion. "I highly doubt we'll find anything with this, let alone a Spookyville." Twilight stated.

Rainbow Dash looked angry. "What? Are trying to ruin my Night- er- I mean, _Pinkie's_ Nightmare Night?" Twilight turned to Pinkie who had put on a sad puppy-dog face, the type of which Twilight was a sucker for.

"Well… I suppose we could-" Twilight started.  
"Great! I'll go get everyone!" Rainbow shouted, and she zipped off before Twilight could get another word in.

"Thank you! Thank you! Thank you!" Pinkie said bouncing around "This is gonna be the bestest Nightmare Night EVER! And I don't say that often."

"You say that every year, Pinkie." Twilight said, rolling her eyes, but smiling. Pinkie ignored her.

"I'm gonna go get dressed!" Pinkie ran off, and Twilight sighed, wondering what she had just gotten herself into.

XXXXXXXXXX

At sundown, all of Twilight's friends, including Fluttershy, surprisingly, had gathered at Twilight's castle in the room with the Cutie Map. Rainbow Dash was dressed as a green dragon, Pinkie Pie was a clown, Rarity was a corpse bride, Applejack was a scarecrow with a jack-o-lantern head, and Fluttershy was a black cat. Twilight, meanwhile, was just going as Star Swirl the Bearded again.

"So, Twilight," Applejack began. "Rainbow Dash says you've been given a map to Spookyville. She yankin' our tails again?"

"No!" Rainbow shouted indignantly.  
"Well, she's not, but whoever gave the map to us might be." Twilight said. Upon looking at the confused faces of her friends, Twilight elaborated. "The map seems pretty straightforward. It's basically a set of nine checkpoints through the Everfree Forest. But the directions are vague, the map is poorly illustrated, and I've never seen any of these locations in the forest, I mean, except for the first one."

Twilight held up the map for all to see. The order of checkpoints Twilight mentioned went as follows:

1\. Nightmare Moon Statue.  
2\. Mushroom Ring Warren  
3\. Raptor Loft  
4\. Chapel of Stilled Voices.  
5\. Underground Labyrinth  
6\. Pillar of Eyes  
7\. Pool of Blood  
8\. Monster Caves  
9\. Spookyville!

Fluttershy quivered. "Monster… Caves?" She uttered, quietly. She was a lot bolder than she used to be, but full-grown dragons still terrified her, and they were her definition of the word "monster".

The others however, including the slightly skeptical Rarity and Applejack all became more excited. The huge grins that Rainbow and Pinkie had earlier returned. "So it's like a haunted forest experience! Oh, how exciting!" said Rarity.

"Yeah, can you say best Nightmare Night Ever?!" Rainbow gushed.  
Pinkie, not knowing it was an expression, took a deep breath and screamed "BEST NIGHTMARE NIGHT EVER!"

"Well, I'll be derned. Sure sounds like a salt-lickin' good time! I'm in!" said Applejack.

"Ahem!" Twilight coughed. Everyone stopped their exited chattering and turned back to her. She wanted to get to the mysterious mare that had supplied her the map. "I received this map from a Calisto Cosmo. She's a sea green unicorn who's missing her left foreleg. Has anypony heard of her? Pinkie?"

Pinkie shrugged. "No, Twilight. I know everyone here in Ponyville. There's nopony by that name. Or donkey, or mule, or cow, or dragon. Speaking of which, where's Spike?"

"He'll be trick-or-treating with the crusaders. What about you, Rarity? You know anypony in Canterlot by that name? That's where she said she was from."

"I'm afraid not, Twilight. Canterlot's a big city, and I certainly would have remembered a sea green unicorn missing a leg."

"Who cares?!" Rainbow yelled. "Let's get this show on the road, already!"

Twilight put it to a vote on whether to go and find Spookyville or stay and have party at the castle, but it was pretty easy to predict the outcome. She and Fluttershy voted to stay while the rest would vote to stay while the rest voted to go. Twilight reluctantly conceded. She would need Pinkie to automatically put together a decent party, and she was on the opposing side.

"Very well." She said. "Let's go give it a shot. I wouldn't want to ruin anypony's fun." Twilight's friends all cheered, save for Fluttershy.

XXXXXXXXXX

The group made it to the Nightmare Moon Statue, no problem. They were slightly surprised to see that no candy had been left behind yet.

"Well, that's odd." said Applejack. "There's usually some candy out here by now. It don't usually disappear this early.

"Eh, maybe some punk came in and scooped it all up to hoard for himself. Or herself." said Rainbow.

"OK, girls," said Twilight, ignoring the idle chatter. "As best I can discern, the first clue we're to look for is a… warren. With a ring of mushrooms around it."

"What, you mean like a rabbit warren?" Applejack asked. "'Cause I figure somethin' like that oughta be underground."

"I have no idea!" said a frustrated Twilight. "This map looks like it was drawn by Pinkie Pie! Uh, no offense, Pinkie."

"None taken, Twilight!" Pinkie said, happily.

"Well it has an arrow pointing up and to the left." Rarity observed. "Perhaps that means we should head northwest?"

"Maybe I could fly up and get a bird's eye view?" Rainbow offered.

While Twilight, Rarity, Applejack, and Rainbow all discussed the matter, Pinkie and Fluttershy noticed something out of the corner of their eyes. A light seemed to be coming from within the foliage constantly changing colors from green to orange to red and all over again.

"Um… Twilight? There's a weird light coming from over there…" she said, softly. Naturally, it was too soft for anyone else to hear.

"Ooh! Ooh! Look, Twilight! Pretty lights!" Pinkie cheered.

"Not now, Pinkie! Let the grown-ups talk!" Twilight barked back, grumpily.

Pinkie took no notice of Twilight's condescension and began walking towards the light. "Um, Pinkie? I don't think you should… Pinkie?" said Fluttershy, but she found herself following Pinkie to the source of the light. The two mares stopped when they could see what was going on. Then, their eyes popped.

Three ponies were standing around a cauldron, two stallions and a mare, all draped in black cloaks and cackling madly. The first stallion was red. He had two horns, one of them a regular unicorn horn, but the other was a rhino's horn, black as ebony. He had glowing red bat wings and a fleshy, red devil's tail protruding from rear instead of the usual long hairs. He held a fiery pitchfork.

The other stallion was a skeleton. Every time he opened his mouth to laugh, a puff of icy blue breath would escape, as though he had lungs and it was cold enough. And he wielded a scythe.

The mare was green and had an iron leg and a demonic eye. Her right eye was swirling with red, green, and blue auras, and there was a pentagram spinning counter-clockwise in it, along with some other demonic runes. Finally they stopped cackling.

"Death, Lucifer, I am very much honored to have both of you here to tonight to help me with my evil plan!" said the mare.

"Oh, not at all, dear Belladonna!" said the red stallion.

"Yes, anything for a soul as wicked as our own." replied the skeleton.

Pinkie and Fluttershy gasped silently. They were shocked and terrified. The Devil? The Grim Reaper? The Wicked Witch of the West? These were some of the most evil beings in pony mythology. The two mares tried tell themselves that these were just ponies in costumes, having a little Nightmare Night fun. Even if the skeleton costume was very, very, very realistic.

The liquid in the cauldron turned an icy blue.

"Silence!" Death shouted. "The potion is ready! Let us start the jinx!"

Belladonna went first. "Double, bubble, toil and trouble! Fire burn and cauldron bubble!" she chanted. The liquid started bubbling violently.

Lucifer went next. "Monsters of the night, and from below, rise and strike at our six pony foes!" Electricity seemed to hug the cauldron at that.

Death went last. "Make them bleed! Make them hurt! Make them try and hide!"

"BUT THIS NIGHTMARE NIGHT THEY'LL NEVER SURVIVE!" the three roared in unison.

Almost immediately, the caldron erupted like a geyser, shooting the liquid into the sky where it quickly evaporated into storm clouds. Lightning began striking all over the Everfree Forest, including a spot very close to Fluttershy and Pinkie Pie. In fact if they hadn't bolted from their hiding place, Fluttershy would have been fried.

Elsewhere, at the Nightmare Moon Statue, the four remaining ponies looked up at the sky questioningly. "Man, what's up this strange weather?" Twilight wondered.

"I toldja, Twilight. The Everfree Forest has its own weather." Rainbow explained.

"Yes, but I didn't expect it to change so ridiculously fast."

Suddenly Pinkie and Fluttershy bolted out from the bushes and tackled Applejack and jumped into Rainbow's forelegs, respectively. No one had even noticed they were gone.

"What's wrong, Sugarcube?" Applejack asked the shivering Pinkie Pie.

"Fluttershy and I saw three evil villains! They put a jinx on us! To send monsters to kill us!" she screeched.

"I'm sure it was just some ponies playing tricks on you. It _is_ Nightmare Night, after all." said Rainbow.

"No, Rainbow Dash!" said Fluttershy. "The Devil, the Grim Reaper, and the Wicked Witch all cast a spell! I saw them! That's where all the clouds came from!" she pointed upward.

Twilight would normally dismiss any crazy notion that Pinkie had, but Fluttershy was a bit closer to reality. "Where did you see this?" she asked.

"Over here!" Pinkie yelled, pointing. She and Fluttershy led the rest of the group to the clearing where the spell was performed, but all that was left was a big pentagram burnt into the dirt.

"No!" Pinkie cried. She jumped into the clearing and started pawing at the shape in the dirt. "But… but…the Devil! …the Grim Reaper…I swear we saw 'em!" tears started to form in Pinkie's (and Fluttershy's) eyes. "I'm scared, Twilight!"

Naturally, Twilight was a bit skeptical, but she could see that her friends needed some support. "Don't worry, girls." she said in a motherly tone. "We have each other. As long as we stick together, we can fend off any monster that may attack us."

"Yeah!" said Rainbow. "Magic of friendship! If any monster's stupid enough to attack us, they'll be sent back to where they belong!" Pinkie and Fluttershy felt much better after that. "Now let's find Spookyville!"

"Shush!" Rarity whispered harshly, starling everyone. "Something wicked this way comes!" she whispered dramatically.

The group turned towards the sound of footsteps. It sounded a little too heavy to be a pony, and like it had claws on its feet. Then, they saw a bizarre shadow across the trees, sending chills down their spines.

After a moment of being frozen by fear, the ponies cautiously tip-toed to the edge of the clearing. They peeked from being the bushes and popped their eyes.

What they saw looked like a hunchbacked lizardman with a round head and no eyeballs. It had green scales with bit of brown here and there. There were small spikes protruding from its back. In its right hand, there was a spear, which was currently being used as a walking stick. In its left hand there was… a child's bag of Nightmare Night Candy?

"Holy crap!" Rainbow exclaimed, quietly. "Twilight, what is that?!"

"I think it's a troglodyte." Twilight speculated.

"Troglodyte? You mean like a cavepony?" Applejack asked.

"No. They're a nocturnal reptilian species that live underground. They're mostly carnivorous, but they can eat plants. They have no eyes, so they can't see, but they have great hearing and smelling -"

"So it can probably smell and hear us right now…" Rarity muttered, putting an abrupt end to Twilight's lecture.

"And it stole somepony's candy!" Pinkie exclaimed, indignantly. Her nostrils flared as she charged the creature.

"Pinkie, no!" Twilight yelled, but it was too late.

The troglodyte had been walking along, seemingly minding its own business. It wasn't walking towards or away from the ponies, which relieved them for a bit. That is, until Pinkie ran up from behind it yelling "Drop the goods, you fiend!" With a surprising burst of agility from the seemingly sluggish creature, the troglodyte spun around and impaled Pinkie in the shoulder with its spear, just as she was about to pounce. "D'aaaaaaaaaaaggggggghhh!" she cried out in pain and fell to the ground.

The rest of the group gasped loudly and the troglodyte turned to them, uttered a disgusting growl, and charged. Twilight tried use a blinding spell to stop the monster in its tracks, but she had momentarily forgotten that troglodytes were eyeless, so the blinding spell didn't do anything. The troglodyte approached rapidly, its aim much truer than before and Twilight didn't have time to cast another spell before she pierced right between the eyes.

Fortunately for Twilight, Applejack had her rope with her. She lassoed the deranged creature away from Twilight in the nick of time. The reptile tried to pull at its bindings with its bony hands, but Rainbow Dash blasted into its stomach, knocking the wind out of it. Rarity fired a simple magic bolt at the creature stunning it even further. At last Twilight obtained the mental state required to cast a spell, so she set the troglodyte on fire.

After hearing its agonizing scream, Applejack let it go, and it began to lumber away. For good measure, Rainbow dashed conked it on the head the spear's handle, and it scurried away even faster.

"Woohoo!" Rainbow Dash cheered. "We totally destroyed that monster!" But her victory celebration was cut short by Pinkie's whimpering. Fluttershy was currently tending to the injured pony.

"I must say darling, that smelly, filthy, awful beast got you good here. I do hope you'll be alright." Rarity commented sympathetically.

"That troglodyte was a chump! He probably just got lucky with you!" Rainbow said, trying to be supportive in her own way.

Twilight picked up the candy bag the Troglodyte. It felt like it had a watermelon inside it was so heavy. "Well, now we know where all the candy from the statue goes." Twilight commented. "What should do with it?"

"Let's keep it!" Rainbow said, quickly. "You know, the spoils of war!" Twilight turned a shot Rainbow Dash a look. "Uh, I mean, Pinkie's gonna need some comfort the rest of the way."

"The rest of the way? We should get her to a hospital!" Twilight exclaimed.

"No!" cried both Rainbow and Pinkie simultaneously.  
"I can walk, Twilight!" Pinkie insisted. "It doesn't hurt that much." Pinkie got up and limped over to the candy bag, wincing in a couple of times, but proved she could still walk.

"OK, you can stay." Twilight declared. Pinkie Pie gave her a hug.

"Hey, y'all! I think found the Warren!" Applejack cried from up ahead. The girls all rushed to Applejack's location and gasped. There, at the bottom of a valley, was a gigantic beehive-like structure with a ring of mushrooms the size of bushes surrounding it.

Rainbow and Pinkie grinned widely. "That's it!" Rainbow cried hopping into the air. "That's the first clue!"

"Just as the map indicated…" uttered a dumbfounded Twilight as she stared at the Warren and then the crudely-but-accurately-drawn Warren on the map. "OK, so the next clue we're looking for is the Raptor Loft!" Twilight declared rather enthusiastically. "And it should be this way!"

Twilight and the others took off jogging, not noticing the Troglodyte enter the Warren, followed shortly by the witch that Pinkie and Fluttershy had seen earlier.

Eventually, it became too painful for Pinkie to run, and the group had to slow to a trot in order to let her keep up.

As they walked, the section of the forest slowly transformed from evergreen trees to more dried skeletal maple trees that look like they had already lost all their leaves, yet there were none on the forest floor. The full moon shone brightly upon the forest, illuminating the path forward. They walked alongside a cliff, as the Raptor Loft was supposed to be on the Cliffside.

"So, a Raptor Loft? Does that mean, like, dinosaurs?" Rainbow asked, half nervous, half excited.

"I certainly hope not!" Rarity huffed. "That Troglodyte was enough trouble for one night!"

"I don't think they mean velociraptors," said Fluttershy, and all ears turned to her. "I mean, it might just mean birds of prey, like hawks, and eagles, and falcons. Since it's nighttime, we might see some owls or vultures there."

"Ooh! Owls!" Twilight cooed.

"Ugh. Vultures." Rarity groaned.

"I don't suppose we might meet any rocs or thunderbirds, would we?" Applejack asked, nervously.

"Or maybe (gulp) a harpy." Pinkie gulped, looking around the treetops as she thought she saw something.

"I doubt it, but who knows?" Twilight responded.

The group continued walking aside the forbidding cliffs and forests. Eventually they came across a group of four bird's nests in the side of the cliff, about twenty feet over their heads. They were large enough to for ponies to lay in, but they looked like they made from needles.

"This must be our next checkpoint." Twilight said, matter-of-factly.

"Great! So what's the next clue?" said Rainbow.

"Hold on a sec', y'all. Does anyone get the feeling that these nests are a tad large?" said Applejack.

Everyone took a good look at the nest on the cliffs.

"SSSCCCCRRREEEEEEEEEEEEEEEEEEEEEEEEEEEE!" Suddenly, a bloodcurdling screech filled the air. The ponies all jumped and searched frantically around for the source.

Suddenly, a woman-like bird swiftly burst out of the trees and pounced on Fluttershy. The meek Pegasus let out a panicked shriek as the creature's talons dug into her. The rest of the group turned around in shock. "HARPY!" they all screamed.

The harpy was tan and dark brown. She had two arms, each holding a blunt machete. Her eyes glowed an unnatural shade of scarlet, and her beakless face was twisted into a savage and hungry grin.

The harpy spread her wings and started to fly off with Fluttershy, tightly gripped within her talons.

"You let go of Fluttershy, you hag!" Rainbow yelled, and she charged the harpy, bashing into her back and forcing her to let go of Fluttershy. The yellow Pegasus dropped towards the ground, apparently forgetting she had wings. Twilight caught her with her telekinesis.

Deprived of the excess weight of her prey, the harpy turned around and started attacking with exceedingly swift movements. Rainbow Dash found herself on her toes, barely dodging the swings of the harpy's machetes. She jumped, ducked, darted and dived, but was unable to shake the harpy off or find another opening in her defenses.

The other ponies watched the air battle helplessly from the ground. Twilight tried to grab the harpy with her telekinesis, but was unable to get a lock on the swift and agile bird-woman. "Rainbow! Try and get her to hold still!" she called.

"Waugh! Easier said than done!" Rainbow snapped, dodging yet another swipe that almost took her ears off.

"Just get her down to ground level, then!" Applejack shouted, readying her lasso.

As soon as she could, Rainbow dived to the ground, luring the harpy over to her friends, whom she prayed to Celestia were ready.

Applejack tossed her lasso at the harpy… and missed by a mile. Rarity tried to put up a barrier at the last second, hoping the harpy would fly into it, but both flyers expertly avoided it.

"Rainbow Dash! Over here!" Twilight had taken to the air. Rainbow flew toward her and ducked at the last second, allowing the alicorn to strike the harpy with a blinding spell.

The harpy halted in midair, and started thrashing and screeching. Her glowing red eyes had gone black. Applejack tossed her lasso again, and got the harpy by the legs. The harpy let out another squawk as she was thrown to the ground where Rarity grabbed one of her machetes and cleaved her back with it. The harpy gasped. Her breathing became labored, and she started bleeding out.

"Whoa, Rarity. I didn't know you had it ya!" said an impressed Rainbow Dash.

"Yes, well, normally I absolutely _abhor_ violence, but this foul creature just hurt Fluttershy! A positively unforgivable crime in my book!" Rarity said, suddenly thinking that vultures weren't so bad after all.

"Speaking of Fluttershy…" Twilight said, causing Rainbow and Applejack to jump. They had forgotten about their friend that was no doubt traumatized and in pain. "How is she, Pinkie?"

Pinkie was looking over Fluttershy, who was sobbing half in fear and half in pain. "It stings! It sti-i-i-i-i-ings!" she wailed. The poor Pegasus had six lacerations stretching across her body, two of which were across her wings

Suddenly, the harpy let out a deafening shriek, much louder than before. The ponies covered their ears and clenched their teeth.

"Fluttershy, can you walk?" Twilight asked urgently.

"Uh-huh…" Fluttershy whimpered.

"Good. 'Cause we need to get out of here. Now! Before the harpy's mother or sisters come!" Twilight helped Fluttershy to her feet, and the ponies took off speed-walking away from the downed harpy.

Rarity paused for a moment and shot a look of pity at the harpy. It truly was a wretched beast for attacking them, but it was still a very beautiful creature, in Rarity's opinion.

"Rarity! Come on!" Twilight hollered.

"Oh! Sorry! Coming! Coming!" She took off after the group heading into a grove of oak trees. "Girls, please! Wait for me!" she cried. Her wedding gown was cumbersome and made it difficult to run in without tripping over it and ruining it. That would hardly matter, as she tripped over an anaconda mere seconds later, sending her into the dirt. "Ugh! Oh, drat! Cursed snake!" standing and trying to wipe off some of the dirt.

"Rarity! Hurry up! We found it!" cried Rainbow excitedly. Confused, Rarity quickly sped off to rejoin the group not noticing the snake she tripped over glaring at her, nor the dozen or so smaller pairs of eyes above it.

"(Gasp) Found what? (Gasp) Spookyville?" Rarity asked, trying to catch her breath.

"No, the Chapel of Stilled Voices!" Rainbow said, pointing to a cylindrical building about five stories high. It had a staircase leading to the top, with golden cobras and lit torches on either side of the doorway and a red dome.

"Oh! Lovely." she said half-heartedly.

"Why do you think it's called the 'Chapel of Stilled Voices'?" Applejack asked.

"Maybe because it's so serene in there, everypony can't help but be reverent?" Fluttershy speculated, turning to Twilight.

"I couldn't tell you. Perhaps we'll find out once we're inside." said Twilight.

"Wait, we're going inside? But – but – Spookyville, Twilight!" Rainbow whined.

"It'll have to wait, Rainbow Dash. We need to tend to Fluttershy's wounds." Twilight declared with authority.

Rainbow sighed heavily. "Fine."

The group walked up the stairs to the church. Inside, they expected to a row of benches and a podium like in an ordinary church, but what they saw instead was most unexpected. The floor was littered with gold coins, but the ponies hardly paid attention to that. They were looking at all the statues.

Statues of frightened or angry-looking ponies. There were also statues of dogs, wolves, deer, and even a bear. They were all impeccably carved. Every tiny detail was perfect, the shape of their limbs, the teeth, the hair, it was all done masterfully, Twilight observed.

Suddenly, Twilight got a terrible feeling in her stomach. Her eyes widened with fear and realization. "Well… I think we know why this is called the Chapel of Stilled voices." she commented, her voice weak.

Everyone turned to look at her. "Why's that, Twi?" Applejack asked.

Twilight didn't elaborate right away. "We should leave. Now. There might be a cockatrice or gorgon around. Worse yet, maybe a basilisk!" she trembled.

Pinkie Pie tilted her head. "Gorgon? What's a gorg-?"

 _TWANG!_

"AAAAAAAAAAAAAAAAAAGGGGGGGGGGHHH!" Rarity shrieked in agony. An arrow had been shot straight into her flank, causing her to collapse.

The ponies turned around to come face-to-face with not just any gorgon, but Medusa herself, wielding a crossbow. They gasped in horror again, as the Gorgon Queen hissed like a giant snake.

Rage built up in Rainbow's face like they had never seen before. "You hurt Rarity! I am sick and tired of monsters hurting my friends! YOU DIE!" she screamed. Once again, Rainbow charged the monster.

"Rainbow, no!" Twilight barked, but it was too late. Rainbow had already body slammed Medusa outside and onto the stairs. "Don't directly look in her eyes! You'll turn to stone!" Twilight warned, but she immediately wished she hadn't. Medusa grabbed Rainbow with an iron grip and flashed her eyes into the pegasus's, which were too curious too look away. She turned to stone in two seconds.

The other ponies didn't believe what they just saw. Rainbow Dash? The most daring pony in all of Equestria? _Dead?_ No! It couldn't be! She was just petrified, that's all!

Denial, however, soon gave way to anger as Medusa lifted Rainbow Dash off of her and tossed her into the dirt as though she were made of Styrofoam. "Another statue for the collection. How lovely! It's been so long since the last." Medusa gloated, whilst reloading her crossbow.

"You… you-you… Monster!" Fluttershy growled. Said pony ran down to the gorgon and activated the stare on her. Medusa looked surprised to see the pony do something so incredibly stupid, that she delayed her petrifying gaze for a moment. Just a moment, however, as her glowing red eyes flashed. Fluttershy didn't turn to stone immediately, but her calves slowly petrified. Nevertheless, Fluttershy held her ground long enough for the two Earth Ponies to sneak around, lasso and party cannon at the ready.

Applejack roped Medusa around the neck, but wasn't quite strong enough to drag her backwards like she and Pinkie planned.

"Fluttershy, get out of the way!" Twilight yelled. Fluttershy obeyed, her entire hindquarters now stone. Twilight shot a magic arrow at Medusa, but it hardly fazed her. In retaliation, the gorgon fired a physical arrow at the alicorn. Twilight blocked it with a shield spell.

"Hold this." Applejack said to Pinkie, and she handed over her lasso. She ran in front of Medusa and prepared a kick. "Hit her again, Twilight!"

Medusa fired her crossbow again. Twilight ducked just in time, but the arrow lopped her hat off. Then she put as much energy as she could into another magic arrow. As soon she thought her horn could hold no more, she unleashed it upon the gorgon and Applejack bucked her at the same time, causing the stunned gorgon to fly straight into Pinkie's party cannon. Said pony then switched the dial on said weapon from "Party Cannon" to "Real Cannon". The bright toy-like object turned to a drab gray color and became far more intimidating with spiked iron wheels and a fuse. A fuse that the pink earth pony, now garbed in military fatigues instead of a clown costume, wasted no time in lighting.

"SHE'S GONNA BLOW!" Pinkie bellowed.

 _ **BANG!**_

And blow she did. The cannon erupted, sending the shocked gorgon into the wall of the chapel.

 _CRACK!_

Medusa lied limp in the wall of the chapel, her bottom half hanging out for all to see, which was 12 full feet of a green snake body.

"Is she dead?" Fluttershy asked.

"I don't know. But she's definitely down for the count." Twilight stated. "Excellent teamwork, girls!" Pinkie, Fluttershy, and Applejack all beamed with pride.

"Thanks, Twi. But ah don't suppose you could… well… help Rainbow Dash?" Applejack pleaded. Pinkie and Fluttershy both made puppy-dog faces. Twilight looked at the statue that was Rainbow Dash.

"Don't worry, girls, I think I know a spell that might help." Twilight said confidently. The girls stared at Twilight, waiting all too long it seemed as their wizardly friend prepared the spell. "Please work! Please work! Please work! Please work! Please work!" Twilight thought desperately. A transparent beam of energy slowly poured from Twilight's horn. It struck Rainbow Dash and the statue started to shine. Pinkie was biting her nails off she was so worried.

As soon as Twilight stopped the spell, the statue stopped shining. Nothing happened. Heartbroken, Twilight turned around to see Applejack take her hat (and jack-o-lantern) off. Fluttershy was tearing up and sobbing softly. Pinkie, on the other hand, was bawling loudly and obnoxiously. "I'm sorry girls…"

Suddenly, the statue began to fidget. Then it started to crack. The mares stopped crying for a moment to see Rainbow Dash emerge from the statue like a chick from an egg. "What happened? What'd I miss?"

"Only the best dern staring contest in Equestrian history!" said Applejack.

"YOU'RE ALIVE!" Pinkie screamed grabbing Rainbow up in a bear hug.

"Of course I am!" Rainbow said, gasping for air. "And what do you mean the best staring contest in Equestrian history?"

"Fluttershy stared down Medusa. She was fantastic!" Applejack elaborated.

"Awesome! Wait, is that why her butt is stone?" Everyone turned to look at Fluttershy, whose hindquarters were indeed still petrified.

"Oops!" said Twilight, blushing. "Let me take care of that for you!" Twilight cast the spell again, and in no time at all, Fluttershy was 100% flesh and blood again.

The five friends all hugged each other very closely.

"Ahem!" coughed Rarity from the top of the stairs. She looked somewhat annoyed.

"Uh… heh-heh! You're welcome to join in, Rarity." Twilight said sheepishly.

"Pony with arrow in her flank! Could use some help here!" Rarity complained, angrily.

"Right away, Rarity!"

"And then we can get to work freeing all those poor ponies and animals that were turned to stone!" Fluttershy proclaimed enthusiastically.

Suddenly, Medusa stirred. She struggled to pick herself up, as the ponies watched in horror.

"No time! We gotta go!" Twilight yelled. She grabbed Rarity with her magic, and the group of ponies scurried off before the horrible gorgon could get ahold of herself.

The group ran as best they could for about ten minutes before Pinkie and Fluttershy ran out of adrenaline and decided that they could run no more.

"OK, we should be a safe distance away." said Twilight.

"But, Twilight, what about the other statues?" Fluttershy asked.

"We can't help them right now. We'll have to come back later with Royal Guard or something."

"So, what's the next clue?" Rainbow asked.

"Not now! We need to tend to the wounded." Twilight snapped. She was relieved to have Rainbow Dash back, but the pegasus was still getting on her nerves with how determined she was to get to Spookyville as soon as possible.

So Applejack bandaged Pinkie's shoulder, Twilight carefully and delicately worked to remove the arrow from Rarity's flank, and Rainbow treated Fluttershy's lacerations, which were not as long as Rainbow remembered.

"Hey weren't these scratches… bigger?" she asked. They stretched across her body and along her wings, explaining why she couldn't fly, but they stopped at her flank. Rainbow could tell from the tears in Fluttershy's cat costume.

"Um..." Fluttershy looked at her backside. "I think you're right, Rainbow Dash. Maybe when Medusa turned my… hiney to stone, it healed the wounds there."

"We should all be so lucky…" muttered Rarity. "D'WAUGH!"

"Sorry!" Twilight apologized. She had just pulled the arrow clean out of Rarity's flank.

"No, look!" Rarity said, pointing. The ponies looked in the direction of Rarity's hoof and saw another pair of glowing red eyes in the darkness. Twilight was sorry she ever doubted Pinkie.

"Ah-heh-heh-heh-heh-heh!" A low voice chuckled wickedly. "Fresh meat!"

Twilight shone a light on the newest monster. It was a minotaur. He was at least the same size as Iron Will. He had a chocolate-colored coat, a nose ring, and a two-sided war axe, that looked like it could chop off a pony's head with one swipe. The ponies all backed away on fear.

"Fresh meat? But minotaurs are vegetarians!" Twilight argued.

"Who said I wanted to _eat_ you? I just want to take off your heads for my trophy room. Oh, and for kicks." The minotaur snorted, a puff of steam came out of his nose. Then he let out a roar so loud that it sent nearby ravens flying.

"Twilight, take the wounded to safety!" Rainbow commanded as he and Applejack prepared to fight the brute. "We'll take care of this bully!"

The minotaur resented the term "bully", despite its appropriateness. The minotaur charged as Twilight and the wounded hid behind some bushes. Rainbow charged the beast, and though she was much faster than he was, he easily knocked her aside like a child before she could lay a hoof on him.

Applejack slid off to the side and lassoed the barbarian around his arms and torso. Unfortunately, it barely slowed him down as he broke the lasso almost just by flexing. The beast let out another roar and beat his chest, as if to show off his masculinity.

"Retreat! Retreat! He's too strong!" cried a shocked Applejack.

The ponies all scrambled and began running faster than they had in their lives. Even the injured, though it hurt to even be moving, ran as fast they could, an unprecedented amount of adrenaline coursing through them.

The ponies tried to lose the minotaur by running through the thicker part of the forest, but he easily kept pace with them. Every time there was a tree in his way, he'd just chop it down with a single swing. If it was small enough, he'd just plow through with his face, all without losing any speed.

The ponies then tried to run out of the woods and into an open clearing, but it was dark, and they weren't looking hard enough at where they were going. Most of them ran off the side of a cliff, screaming. Only because they saw the others fall were Rainbow and Applejack able to stop themselves from going over the edge. They came to a screeching halt.

The minotaur stopped too, and let out an evil cackle. "Adios, midget horses!" he charged again, a bloodthirsty grin on his demonic face.

Thinking fast, Applejack took the jack-o-lantern off her head and chucked it at the minotaur. This time, he didn't have enough time to block the incoming projectile, and nailed him right in the face, shattering in the process.

He stumbled, momentarily blinded, but kept on his course. Rainbow flew out of his way, but Applejack had no such luck. The two collided, and it took every ounce of strength in Applejack's body to avoid sending them both over.

"Stop!" she cried desperately. "Ya'll get us both killed!" Her cries were ignored. So Applejack made a bold move. She head-butted the minotaur. It hardly did a thing other than give Applejack a headache and annoy the beast, who retaliated with a head-butt of his own.

It felt like her head had been slammed by an anvil tied to a bowling ball. All she could see were stars and planets. Nevertheless, the farm pony kept her guard up, but it might have been better if she had fallen off the cliff. The minotaur raised his axe and prepared to decapitate the annoying orange pony in front of her.

In the nick of time, Rainbow Dash snagged the minotaur by his neck with what was left of Applejack's lasso. Twilight then miraculously appeared out of nowhere and fired a fully-charged magic bolt at him. He staggered backwards, and eventually fell to his back.

"You tell whatever villains that sent you to kill us that they will fail!" Twilight shouted. "As long as we're together, we're unstoppable! So swears Twilight Sparkle!"

Applejack then staggered off the edge of the cliff. She tumbled down, hitting many boulders, dirt mounds and fallen trees. The last obstacle she bounced off of before coming to a halt was Rarity's head. "Applejack!" she barked. "You ruined my mane!"

"No thanks are necessary, Captain Underpants." replied the dazed earth pony, sarcastically.

" _What?"_ Rarity deadpanned. That was weirder than anything Pinkie had ever said.

"Man, could this night get any more awesome?!" Rainbow said, upon just arriving with Twilight. "We just took down four monsters! Go Rainbow! Go Rainbow!"

"We hardly defeated the minotaur, Rainbow." said Twilight, the two of them just joining the rest of the group. "He was getting up when I ordered a retreat."

"Whatever. We managed to knock him down. That's a victory in my book. Hey, you OK, Applejack?"

"Just a bump on the old monkey bus." Applejack replied, getting to her feet.

"Sorry, what?"

"No need to paint me, Ah'm as flopsy-doosed as ever!" Her eyes were crossed and she staggered with every step she tried to take.

"Uh, Applejack, I think the minotaur knocked your brain loose or something."

"Flibbertigibbit, mare, Ah'm as juxtaposed as the next pig-cow with cheese, no onions and extra pickles!" Applejack protested, falling over again.

"Uuuuhhh… Whatever you say, cowgirl." Rainbow turned back to Twilight. "So we're onto the Underground Labyrinth, is that right?"

"Rainbow Dash, I'm surprised at you!" Twilight snapped, getting fed up with her friend's selfishness. "Your friend just received a serious concussion! She might even have minor brain damage! And she and all your other friends just fell down the side of cliff!" Twilight pointed to Rarity, Flutershy, and Pinkie, who were all laying on the ground, moaning painfully. "All you can think about tonight is Spookyville! Well, forget it, Missy! We're heading back and seeking medical attention!" Twilight turned around, only realize that she had no idea where they were.

"Twilight, we've made it too far to turn back now." Rainbow protested patiently. "And besides, Spookyville's gotta have somepony who can help."

Twilight sighed. "Alright. We'll continue on for now." she conceded. "But if anypony else gets so much as a mosquito bite, we're heading back. Now where are we?"

"Ooh! OOH!" Pinkie cried, getting up. "We can use my Pinkie sense to find the next clue!"

"We… can?" Twilight uttered in disbelief.

"Totally-dotally!" Pinkie lumbered over to the woods. "Oh! Oh! Oh! I'm getting something! Follow me!" Pinkie ran as fast she could despite how much pain she was in. She seemed to be quite good at ignoring pain when she had to.

"Come on, girls! She's onto something!" Rainbow beckoned excitedly.

"This is ridiculous." Twilight muttered, but she still followed Pinkie along.

"Wait up!" cried Aplejack. "That's _my_ waffle!"

The group had to walk at a painfully slow pace (at least for Rainbow) so they themselves could keep up. In order to break the ice during this boring yet unnerving trek through the woods (which were now so dark, Twilight and Rarity had use their horns as torches), Rainbow asked "So, Fluttershy, I hear you stared down Medusa."

"Oh, me?! Oh, no, no, no. I just resisted her gaze long enough for Pinkie and Applejack to sneak up behind her." Fluttershy replied, modestly.

"But you remember what her eyes look like?"

"Oh, yes. They were horrible! Glowing red demon eyes! Or maybe I was just too angry at the moment."

"That's strange," Twilight commented. "I heard that Medusa's eyes were white."

"Well, how would anyone know? I'm pretty sure everyone else who knows is still a statue." said Rainbow.

"The moon ape may have a chocolate marshmallow!" Applejack agreed.

"Mm! Chocolate marshmallow!" Pinkie cheered, reaching into the candy bag.

"Well, the harpy's eyes also possessed a ghastly gules glow. As did that barbaric, brutish, beastly, bloodthirsty bull!" The other ponies got the impression that Rarity was slightly angry at the minotaur.

"And the troglodyte!" Pinkie added. Everyone stared at her. "I mean, not his eyeballs of course, because _DUH!_ He didn't have any eyeballs! No, I mean his _nostrils_ were glowing red! Just like the other's monsters eyes were!"

"Nostrils? Ew." Rarity gagged.

"Well that must mean that any red-eyed monster we meet is out to kill us." Twilight deduced, not realizing the effect the sentence had on her party's morale. Then she came to a sudden stop. "And speaking of eyes and the eyeless… I think we just found the Pillar of Eyes."

Twilight switched her horn from torch to flashlight-mode. What stood before them was utterly bizarre. A cluster of trees had been uprooted and tied together in a teepee-like fashion with what looked like green spider webs. An enormous sea anemone was plastered to the top, apparently tying the trees together. A large rock formation protruded from the top with many, many eyes looking at them. Many alert, conscious, and interested eyeballs. All staring down the weary group of ponies. Finally, the whole thing was slowly inflating and deflating, as though it were breathing.

"So this is the Pillar of Eyes?" Rainbow asked.

"It looks like what it does on the map." Twilight pointed out.

"Great! I was _not_ looking forward to trudging through an underground maze."

"Wait, shush!" Twilight whispered urgently.

Several of the many eyes began to descend from the stony protrusion and down to the base. As they did their appearance became clearer. They looked brains. Brains with one single eyeball each, each the size of a dinner plate. They each had the mouth of a piranha, and long, jellyfish-like tentacles. Some, but not all, even had several eyestalks with several smaller eyes.

As they neared closer, Rainbow Dash braced herself for another battle. "Rainbow, no!" Twilight whispered harshly. "You and I are the only ponies who've not sustained a serious injury tonight! The last thing we need is another fight! Let's try diplomacy this time." Twilight turned to the creatures, one of whom had come down alone to greet the group.

"Greetings, equines." it said in a surprisingly sophisticated voice. "It has been ages since we last laid eye on one of you kind.

Twilight bowed. "Greetings, oh wise beholders." she said with great respect.

"Beholders? Is that what they're called?" Rainbow asked.

"Shush! One wrong word and we're dead!" Twilight hissed.

"We prefer the term 'evil eyes'." the beholder said, sternly.

"How appropriate." Rarity whispered so that only Fluttershy could hear her.

"Sorry!" Twilight apologized awkwardly. "We seek the path to a village known as Spookyville. Would you in all your wisdom and knowledge be willing to guide us there?" Twilight really wanted an alternative to the map.

"Would you mean the ghost town that reawakens one night per year?"

"Um, sure! Yes, that is definitely what we're searching for!"

"Knowledge is a commodity to the evil eyes. What can you give us in exchange for the answers to your questions?"

Twilight thought for a second. What could she give them? She supposed she could offer answers to questions they might have, but that might not have worked, seeing as how brainy they already were. The only items they had with them was the map, the first aid kit, and the bag of candy they took from the troglodyte.

"Um, perhaps the great and knowledgeable evil eyes would accept candy?" she offered. Pinkie hid the bag behind her.

"We are unfamiliar with the commodity called candy." Pinkie's eyes nearly popped out her skull.

"Well, it's a type of food designed to be super sweet and tasty."

"Then let me sample a unit." Twilight pulled a tiny chocolate bar out of the bag and levitated it towards the evil eye ambassador. The evil eye used its dexterous tentacle to grab the piece and insert it into its mouth. A suspenseful moment went by as the creature tasted it.

"It is pleasing. I will answer all of your questions in exchange for half of your candy."

"Pinkie, give us the candy." Twilight commanded. Pinkie whined like a child.

"Come now, darling. It'll be alright. I'll replace the candy we give, when we get to Spookyville. Trust me, it's a worthy sacrifice." Rarity said gently.

Pinkie reluctantly walked over to the evil eye ambassador and dumped out half of the candy. Five other evil eyes came forth and began feasting on the candy.

"Very well. Now the path you seek is about 200 meters that way. Follow it eastward and you will come to a fork in the road. The right fork is faster, but it will take you perilously close to a red dragon's lair. The left fork is safer, but it will take you longer to reach your destination." The ponies all stared at each other, silently arguing over which route to take. "Is there anything else you wish to know?"

"How do you guys go to the bathroom?" Rainbow Dash asked.

"We have eliminated the need for such activity."

"Cool!" said both Pinkie and Rainbow. "Do you think you could teach us how to do that?" Pinkie asked excitedly.

"Why certainly."

"REALLY?"

"If we could wait a hundred million years for you to evolve." The creature then snickered, as it did some of its comrades.

"Why do you have a giant sea anemone up there?" Fluttershy asked.

"It's a magical ward. We use it to fend off spells from witches, warlocks, heretics, necromancers, and other magicians who would seek to exploit our power and knowledge. We feed and water it daily so it feels perfectly content to remain where it is."

"Thank you, most honorable evil eyes." Twilight said, bowing.

"You are most welcome, respectful equines. May fortune shine upon you on you and your journey." The ambassador then joined in on the feast.

The ponies walked in the direction beckoned for them. Soon they came out of the woods and onto a dirt road, which they followed east for a slow thirty minutes, constantly looking up and around for any signs of another monster.

Eventually, they came to the fork in the road, which was situated at the base of a mountain. The right fork led straight through the mountain while the left seemed to go all the around it.

"Well, my friends, we stand at a crossroad." Twilight declared. "Shall we take the short but dangerous route? Or will it be the safer, yet longer route?"

"Right!" yelled Pinkie and Rainbow immediately.

"Left!" said Fluttershy and Rarity.

"Andrew Jackson!" Applejack blurted out.

"Seems we have a tie vote." said Twilight.

"Come on, Twilight!" Rainbow whined. "If we go the long way around, it'll morning by the time we make it to Spookyville. It's already like 10:00! The night's already half over!"

"But, Rainbow Dash!" said Fluttershy. "There's a dragon up there!"

"So what? You've stared down dragons before!"

"But, but, but what if it's under the spell that the Devil, Grim Reaper, and Wicked Witch cast on us?! It'll just eat me up!"

"I doubt that, Fluttershy." said Twilight. "Red dragons are resistant to magic, so I doubt it will be hunting us."

"I say we flip a puppy-cake!" said Applejack, still cross-eyed, and still wobbling around like she was doing some sort of dance.

Twilight really didn't want to risk any more encounters with the monsters of the Everfree, but the same time she had hoped that Spookyville, wherever it was, had an inn ready for them. "We'll take the short route. I want to get out of this forest as soon as possible."

The ponies started up the trail through the mountain, Fluttershy and Rarity trembling.

After twenty minutes of hiking, the group finally came upon a level piece of land, where the weary ponies decided to take quick break.

"Ugh. You're all a buncha slowpokes!" Rainbow murmured, quietly.

"What was that?" said Twilight.

"Nothing! Just thinking it can't be far now."

Suddenly, the group heard what sounded like a cross between a roar and a yawn. The moonlight cast a shadow the other side of the pass revealing what looked like another monster.

"Is that the dragon?!" Fluttershy gasped.

"Check the map. Maybe it's a clue!" Rainbow speculated.

"I don't need no diaper service here, Rainbow Smash!" Applejack yelled. Pinkie cracked up.

"Yeah, that's 'cause you need a new brain!" Rainbow snapped.

"Yes, Applejack do be quiet. You're embarrassing us!" Rarity chimed in.

"Didn't your boozehound ever tell you not to pick your belly-button?!"

While their friends quarreled, Twilight and Fluttershy chose to cautiously investigate the new beast around the corner. They turned the corner and saw a pond filled with a red liquid. The land around it was gray. Bones and skulls of various animals littered the ground, and there were a couple of obelisks presents. Drinking from the red pool was a lion with bat wings and a scorpion's tail.

"It's a manticore!" said Twilight, slightly relieved that it wasn't a dragon, but still worried.

"That's not just any manticore, Twilight," said Fluttershy smiling. "That's Scorpicore! The manticore we helped on the day you became friends with all of us!"

"Really? Well, maybe you could try to convince him to escort us to Spookyville.

"Oh, uh, OK. I could certainly give it a try." Fluttershy then approached the beast and whistled. Scorpicore turned his head, and then bounded towards Fluttershy like a rabbit, frightening Twilight, but the beast started licking Fluttershy all over, causing her to laugh.

"Oh, Scorpicore! You're so sweeEEeet! Ha! Ha! I missed you too, buddy! Oh, what a good kitty!"

Scorpicore stopped licking the Pegasus and grunted.

"I've been fine, thank you, though this night's been a little rough for me."

Scorpicore grunted again.

"Oh, don't you worry about them. Say, what's in this pond?"

Scorpicore grunted.

"I suppose it is, I was just wondering if I was wrong."

Scorpicore grunted.

"Oh, no thank you! I'm a vegetarian!"

Scorpicore whimpered, hanging his head in shame.

"It's OK, we all make mistakes some time. Say you wouldn't happen to know where Spookyville is, would you?"

Scorpicore nodded vigorously.

"Great! Do you think you can take us there and be a bodyguard for us?"

Scorpicore nodded again.

"Why thank you! Twilight! He said yes!"

Twilight grinned and called the rest of her friends over. "You girls all remember Scorpicore, right? Fluttershy removed a thorn from his paw a few years ago. He's going to escort us the rest of the way to Spookyville." The manticore waved. Smiles spread on every pony's face, but before they could celebrate, storm clouds appeared overhead, blocking out the moonlight. A bolt of lightning then descended from the heavens, striking Scorpicore and causing him to roar in agony, and then collapse.

"Oh my goodness! Are you OK, Scorpicore?" Fluttershy asked as the rest of the group began to run towards her.

Scorpicore opened his eyes, and to the ponies' horror, they were the same shade of demonic red that infected the eyes/nostrils of every monster before him. The formerly friendly manticore roared in Fluttershy's face and raised his stinger.

"Fluttershy, get away! He's bewitched!" shouted Rainbow, sprinting to save Fluttershy. The stinger came down, missing Fluttershy… and nailing Rainbow right between the shoulders, right as she tackled Fluttershy out of the way.

"AAAAAAAAAAAARRRRRRRRRRRGGGH!" Rainbow screamed in absolute agony. Twilight, Pinkie, Rarity and Applejack all cringed horribly. The daring pegasus crash landed a few yards from Fluttershy. "Ow! Ow! Ow! It hurts! It like, really hurts!"

Scorpicore growled angrily and bounded over towards the pegasi. Fluttershy scampered away, but Rainbow couldn't seem to move.

"Rainbow, run!" Twilight yelled. Rainbow jerked around, but didn't get up.

"I – I – I can't! I can't move! Help!" she cried. Twilight gasped. Rainbow had been paralyzed. She totally helpless against Scorpicore, who managed to land his paws on her, and her friends thought it was over.

To everyone's surprise however, Fluttershy picked up a cow skull and chucked it Scorpicore, hitting him right in the head. The beast growled in anger and pounced after her instead, surely saving Rainbow's life. Suddenly, Twilight had an idea.

"Everypony scoop up some bones and hide behind an obelisk. When I call your name, pelt him!" The other ponies, though still injured, tired, and weak, did as they were told.

"Applejack!" Twilight called. Applejack made a clumsy attempt to throw a femur at Scopricore's head, but hit his rear end instead. Nevertheless, it worked. The easily-provoked manticore switched courses and charged Applejack.

"Pinkie!" Pinkie wasn't much more accurate than Applejack, due to her having to throw with the foreleg she wasn't used to. She tossed a ribcage, and it landed around his tail like game of ring toss.

"Rarity! Now! Now!" Rarity had more success than the earth ponies. She grabbed a deer skull and nailed him in the face with the antlers. The beast cried out again and switched targets. Twilight quickly ran to the edge of the pond and fired a relatively weak magic beam at Scorpicore. It worked. "Get over here, you hideous abomination!" she taunted. Scorpicore let another war cry-like roar and charged. The possessed beast bounded closer and closer, but Twilight stood her ground. Finally, with one final roar, the manticore pounced. Twilight teleported away at the last second, and Scorpicore flew straight into the pond.

 _Splash!_

"Quickly, run!" Twilight commanded, though it seemed like she was talking to herself. She grabbed all friends up in a telekinetic cloud and ran with them into a nearby tunnel. There was no excuse for fighting anymore. She was the only one left to not have suffered physical impairment. She had to get them to Spookyville immediately.

Twilight ran for about a minute before she needed to take a breather. Exerting all that energy was starting drain her.

"Well, so much for a (huff) manticore bodyguard." she said, breathing heavily. "Rainbow… (huff) I'm sorry I yelled at you, earlier."

"It's OK, Twilight." Rainbow said weakly. "What with me showing off and wanting to be a big-shot hero, and get to Spookyville instead checkin' up on my friends… yeah, I was being pretty bull-headed. Uh, no pun intended."

"Who dares trespass?!" A low, booming voice called out. The ponies suddenly became more terrified than ever. Twilight summoned up some of her rapidly-depleting magical energy and shone a flashlight towards the voice.

It didn't take long to find the source of the voice. Standing protectively upon a great mound of treasure was an enormous and perturbed-looking red dragon.

Fluttershy screamed so high, no one could hear her.

"IT'S FRANKEN-SPIKE!" Pinkie shouted. If Twilight was close enough, she would have stuffed her hat into Pinkie's mouth.

It had yellow eyes, so that was a relief, but they weren't quite out of the water yet.

"Ah, heh, heh! Don't mind us! We're just passing through!" Twilight said very nervously.

"Just passing through! Indeed! That is what so many other thieves have said before you!" the dragon hissed.

"Um, just out of curiosity," said Rarity. "What exactly did you do to those who stole from that fabulous treasure hoard of yours?"

"I ate them! And they were quite tasty, too!" the dragon smiled wickedly, licking its lips.

"Well then, sorry to disturb you… We'll just be going now…"

"I think not!" the dragon said, rearing up on two legs and jumping in front of their path. "You may have not touched my beloved treasure with your filthy paws, but it has been a while since fresh meat wandered so willingly into my lair."

Flames started to appear in the dragon's mouth. Twilight knew that red dragons were resistant to most magical attacks (unlike their cousin, the black dragon, who were immune to all magic), but there was a spell specifically created for magicians whoever faced off against a hostile dragon. It was called _Slayer!_

Twilight concentrated, the magical aura around her horn becoming an unusual shade of red and devoid of all the pretty sparkles that usually came with it. The energy formed itself into a large kunai. She launched the projectile at the dragon's stomach.

The dragon cried out in pain. And in response released the flamethrower attack onto Twilight, who barely had enough energy to put up a shield to block it. The dragon then pounded and scratched at the shield. Eventually, it cracked like a lightbulb. Twilight fired another Slayer at the dragon's chest, and the dragon blasted fire at her.

What damage she did to the dragon, she didn't know. Every inch of her flesh had been scorched, she rolled around on the ground, writhing in agony.

Rarity grabbed Twilight, Fluttershy snagged Rainbow Dash, and Pinkie Pie took Applejack. They ran down the tunnel, knowing full well that they were running for lives.

At least, until they all fell down a large hole and started tumbling down, down, down into the darkness. Twilight didn't care anymore. One way or another, she wanted this horrible night to end.

XXXXXXXXXX

Twilight awoke a few minutes later, on a heap of soil. Or maybe it was a few hours? Maybe 24 hours? Twilight didn't know. All she knew was that at some point during the fall, she must have passed out. A state she wished she had stayed in, because her body was burning. She was no longer on fire, thankfully, but her coat had been charred and her Star Swirl costume had been ruined.

Twilight mustered the strength to stand up and check for her friends. They weren't far, just lying in the soil, passed out, same as Twilight. She must have been the first to awaken, which was ironic, considering she was the last one to have been attacked. She then lit her horn, expecting to find her and her friends trapped in a subterranean pit, but they seemed to be back in the forest. Twilight looked behind herself and found an opening in the side of the mountain like the exit of a slide on a child's playground. She then turned and looked forward, seeing a dirt path stretching down to a nearby town. A town filled orange, green and purple lights.

Could it be? Could it really be Spookyville? Were the rumors true? It was almost too good to be true, but it was definitely too tempting to pass up.

"Girls! Girls! Wake up!" she cried. Her friends didn't budge. "Girls, wake up! I think we found Spookyville!" Everyone's head shot up. They all stared in Twilight's direction. Their eyes widened, and their pupils shrank. They all struggled to their feet, save for Rainbow Dash, who was still paralyzed. Fluttershy helped her friend onto her back.

After determining that there were no life-threatening injuries, the group then walked down the dirt path, more excited than ever. As they finally reached the gate to the village, the signpost above the entrance confirmed their hopes.

 _ **SPOOKYVILLE**_

"Well, I'll be a bicycle cream cone!" said Applejack. Then she shook her head and her eyes lined up, perfectly synchronized again. "I mean, great job, Twilight! I knew you'd get us through it!"

"I wouldn't have got through it without you're help, girls!" Twilight said, feeling a great sense of accomplishment. They had made it. It had all been worth it.

The group walked in. They were not disappointed with what they saw. There were rows of houses for trick-or-treating, and plenty of foals to enjoy them. And many adults too. There were also many signs pointing the way to various events, such as a dance, a costume contest, a pumpkin-carving contest, haunted houses, and various other things one would expect at a Nightmare Night festival. All that was missing was Nightmare Moon.

"Well girls, I say split up and enjoy ourselves. We'll meet back here at dawn." said Twilight

"Come on, Fluttershy! It's time for free candy! We have a bag that's half-empty, and we need to fix that!" Pinkie declared, grabbing her friend.

"Oh, look! A costume contest! I do hope my costume hasn't taken too much damage, and that it's not too late to enter." said Rarity.

"I think I'll try my hoof at the pumpkin carving contest. I can make some nifty jack-o-lanterns!" said Applejack.

"Hey, Twilight, what about me? I still can't move, and I wanna party!" Rainbow complained.

"Alright. I think I can heal the paralysis, but in exchange you're going to be in extreme pain."

"Hey as long as I can move again, I can take anything." Rainbow reassured Twilight. The magician cast the spell, and the Pegasus grunted. Then, after a moment she got up, flexed her wings and her legs, "Thanks, Twilight! We owe you big!" and ran off.

Twilight was about to look for a haunted house, when she made eye contact with a familiar, three-legged, one-eyed, green unicorn mare.

"Calisto Cosmo?"

"Twilight Sparkle?" the mare seemed surprised to see her, despite having invited her. "Where have you been? What's happened to you?"

"We followed the map as best we could, but we kept running into monsters. We ran into a troglodyte, a harpy, some evil eyes, a gorgon, a minotaur, a manticore, and a dragon." Twilight explained

"And yet you didn't perish?" Calisto asked, almost with a hint of disappointment.

"…No," Twilight responded. "But as you can see, none of us got out unscathed. I got fried by the dragon, Applejack got a concussion from the minotaur, Rainbow Dash got stung by the manticore, Fluttershy got mauled by the harpy, Rarity got shot by Medusa, Pinkie Pie was stabbed by the troglodyte, and we all fell down two cliffs."

"What did the beholders do to you?"

"They shared knowledge with us, and gave us an alternate route here."

"How did you survive all that? I mean, not that I'm unhappy about it, or anything, but how did you get past all of that?"

"With my friends." Twilight answered, simply.

"…And?" Calisto asked, clearly expecting more.

"And nothing. It was the magic of friendship that defeated the monsters." A look of disgust came across Calisto's face, not unlike one Twilight might have made before she discovered the magic of friendship." You know, strength in numbers, teamwork…"

"Hm. I see. Well I'm glad you made it. Please enjoy Spookyville, and happy Nightmare Night!" Calisto walked by Twilight.

"You too!" Twilight called. Then she whispered to herself, "She'll learn."

Twilight struck out for a haunted house. She entered the spookiest one she could find, and left it feeling pretty underwhelmed. It was nothing compared to the terror she had faced earlier that night. Maybe her friends would find it scarier?

She went to the dancing area, and found Rainbow Dash, Applejack, and Rarity all dancing their hearts out.

"Twilight!" cried Rarity. Twilight friends all rushed over to her.

"Hey girls. How's it going?"

"Absolutely marvelous, darling! I won first place in the costume contest!" Rarity cheered and pointed to a blue ribbon on her chest.

"And I won first prize in the pumpkin-carving contest!" said Applejack, holding up a jack-o-lantern of a poisoned apple, with a blue ribbon attached to it.

"And I won the dance contest! I mean, there wasn't an actual competition, but come on, we all knew I was the star out there!" Rainbow boasted.

"Of course you were Rainbow." said Twilight. "Good job girls! Wanna check out a haunted house?"

"Sure!" they replied in unison. They went to a number of haunted houses, but none of them matched up to the adventure they just had.

"Hate to say it, Twi, but that was about as boring as a cow playing cards." Applejack said, bluntly.

"Yeah, if we wanted another thrill, I'd say we go through the Everfree Forest again." said Rainbow.

"I know, I know. Just thought I'd try you girls."

" _RRRAAAAAAAAWWWRRRAAAAAAAAWWWRRR!"_

Suddenly a reptilian roar blared throughout the air, causing all visitors of Spookyville to stop what they were doing and look up in wonder and fear.

"Was that the dragon?" Twilight asked, a bit of fear in her voice.

"No, it couldn't be!" said Rarity. "The monster fell down after it attacked you and we scampered off!"

"TWILIGHT! TWILIGHT!" Pinkie and Fluttershy screamed, coming out of nowhere. "WE SAW HER! WE SAW THE WITCH! WE SAW BELLADONNA!" The two ponies looked absolutely terrified.

"You saw who?" Twilight inquired.

"We saw the witch that cast the spell on us! The one that sent all the monsters after us!" Fluttershy clarified.

"What? Here? What was she doing?"

"Throwing a huge temper tantrum."

"Over what?"

"I don't remember."

"Well, take us to her!"

Pinkie and Fluttershy led the way, with the rest of their friends following closely behind.

"Oh man am I gonna give her such a beatdown after everything's she's done to us!" Rainbow snarled.

After a minute of walking, Pinkie and Fluttershy stopped and pointed.

"Calisto Cosmo?" Twilight said, confused.

"No, Twilight! That's Belladonna! She cast the spell on us!" Pinkie insisted.

"Pinkie, that's the mare who gave us the map!" Twilight argued.

"Indeed, I am, Twilight Sparkle." said Calisto, mysteriously. "You see, your highness, I am Belladonna. I am psychopathic and I hate successful ponies, especially those who rise to princessdom. I gave you the map so that you would the most dangerous route possible to the abandoned town of Moon Shadow. And for good measure, I called Death and the Devil in to assist me with a spell that would make every creature you came across try to kill you. I never expected you to make it here alive, let alone in one piece. But then again, I didn't expect you to bring your friends along."

Twilight, Rainbow, Applejack, and Rarity just stared.

"Uh, this is a trick, right?" Twilight asked, giggling nervously. "Did you put Pinkie and Fluttershy up to this?"

"Oh no, Twilight. I am being 100% factual." Suddenly, an iron leg appeared out of thin air, attached to Calisto's left shoulder. She then used her metal limb to move her eye patch out off of her right eye socket, revealing an eye swirling with red, green, blue, and a pentagram.

"So you were planning on murdering us." Twilight stated.

"No, not all of you. Just you, princess. But I wouldn't have cried if your friends went with you. After all, they're on stain glass windows, too."

"Right. So why are you telling us this?"

"Well, I figured the jig was up when your friends who saw me in the forest recognized me here. Also, there is still no chance that you will survive until sunrise."

"Oh yeah?! And why is that, you nutcase?!" Rainbow shouted.

"You see, your little explanation on the 'magic of friendship' made me want to vomit. But after thinking about it, I realized that it made sense. There's strength in numbers. And while the jinx has passed, its effects have not."

 _ **RRRAAAAAAAAWWWRRR!**_

 _ **RRROOOOOOOOAAAARRR!**_

 _ **AARROOOOOOOOOOOOOO!**_

 _ **HIIIIYAAAAAAAAAASSSSSS!**_

 _ **YOU POISONED MY BROTHERS!**_

 _ **SCREEEEEEEEEEEEEEEE!**_

 _ **HRRRAAAAAAAAAAGGGK!**_

A deafening group of roars, howls and screams assaulted Spookyville and every pony in it. Everyone clutched their heads, covering their ears and shutting their eyes as tightly as possible. When the noise died down, Twilight and her friends looked up to see a pack of familiar-looking monsters descend and land behind Belladonna.

The group was led by a black dragon. Upon landing, a furious-looking evil eye uncoiled from the dragon's claw. Medusa hopped off the dragon, now covered in golden armor. The minotaur from earlier also hopped of the dragon, and he too, was wearing bronze armor on his torso and loins. It was spikey and jagged, and looked like it been made from bones.

Scorpicore landed right next to the dragon, now drenched in blood, making him appear to be crimson instead of a marigold color. Riding the beast was the troglodyte from earlier. He too, was crimson, likely a result of Twilight setting him on fire.

The last of the monstrous guests was a harpy. She was clearly much older than the other harpy, judging by her white and gray feathers. She carried two masterfully crafted swords in her hands.

But in Twilight's opinion, they all paled in comparison to the red-eyed black dragon. "You managed to get a _black dragon_ under your spell?!" she cried out, shocked.

"Under my spell? No, of course not! Black dragons are impervious to magic! He's just angry that you attacked his mate." Twilight saw that Belladonna was right. The dragon's eyes were red, but a natural shade of red with slit pupils and white sclera. In fact, none of the monsters had the cursed red eyes. Not even the familiar faces.

"Scorpicore, here, while no longer under any spell, remembers that you attacked him, and left him in the Pool of Blood. Dace the Minotaur King and Medusa the Gorgon Queen are not ones to have their prey escape from them." The minotaur snorted in agreement.

"I don't know what you gave the evil eyes in exchange for a detour, but I assume it was toxic. This vengeful harpy hag is the mother of the one you had slain. And I can only guess that this infernal troglodyte wants his candy back. You barely made it here facing one monster at a time, so if what you say about the magic of friendship is true, then you should be doomed." Twilight felt punked. Betrayed by her own philosophy.

"May we execute our vengeance?!" The evil eye barked, his namesake suddenly lighting up with electricity. The dragon, manticore, and minotaur all growled.

"Oh, dear have I been monologuing this entire time? Oh how cliché of me! By all means! Tear them apart! Incinerate them! Petrify them! Don't let _me_ stop you!"

"Thank you!" The evil eye shot a beam of lightning at the main six. Twilight teleported the group away just in time.

"What do we do now Twilight?" Applejack asked.

"I have a plan: RUN FOR YOUR LIVES!" the princess commanded.

The ponied bolted out of Spookyville at non-pony speeds. They ran straight through the Everfree Forest with no intention of stopping or slowing or slowing until they got back to Twilight's castle and locked themselves in the dungeon. Every once in a while, pony would look behind herself and catch a glance at the rampaging monsters. The dragon, harpy, and Scorpicore would all be following with swift flight. The minotaur would also be right behind them, swiftly charging and swinging his axe at anything in his path. They couldn't see Medusa, the evil eye, or the troglodyte, but they knew that the former two were there, because they had to dodge arrows and laser beams coming at them from behind.

Twilight made sure to run her friends in a zigzag pattern in order to throw the monsters off of them. It seemed to work. After about twenty minutes of randomly changing directions, it appeared they had finally lost them. It didn't stop them from running, running, running for their lives.

Ponyville came into view much quicker than they expected. It had taken them an hour and a half to get to Spookyville, but here it just taken them forty minutes. They charged in the castle doors and down into the bunker below, locking the iron doors behind them for whatever good it would do.

The ponies all sighed a great sigh of relief. They collapsed on the spare beds and almost immediately fell asleep.

"Best… Nightmare…Night… ever!" Rainbow Dash moaned.


End file.
